Arriving back in 1966 London at Gatwick Airport, the Doctor, Polly, Ben
and Jamie soon learn of mysterious disappearances which have occurred with
alarming frequency at the airport. To make matters worse, Ben and Polly
also vanish, and a perfect duplicate of Polly appears claiming never to
have met the Doctor or Jamie. The Doctor soon learns of the true force at
work: the Chameleons, faceless aliens who are attempting to steal the
identities of the kidnapped commuters and take over the Earth.

Production

Malcolm Hulke's first contact with the Doctor Who production office
came in 1963 during the programme's formative stages, when Hulke's
“The Hidden Planet” was considered for a spot in the show's
first season. Hulke had made his mark in television science-fiction with
Target Luna (which starred a young Michael Craze), written with
Eric Paice, and he and Terrance Dicks had contributed to The
Avengers. Unfortunately, neither “The Hidden Planet” nor a
later Hulke submission, “Britain 408 AD”, were taken forward
by the production office.

David Ellis had similarly little success with his efforts to write for
Doctor Who. Having earned credits on series such as Z Cars,
Ellis had two ideas -- “The Clock” and “The Ocean
Liner” -- rejected in early 1966. At around the same time, he and
Hulke met and decided to form a writing partnership. It was Ellis who
thought that, together, they might take another stab at Doctor Who.
After a false start with “The People Who Couldn't Remember”,
which was rejected on June 15th, Ellis and Hulke elected to try again.

Originally, the aliens had taken over a London department
store as a front for their invasion of Earth

The result was “The Big Store”, which involved aliens who had
taken over a London department store and were using it as a front for
their invasion of Earth. One group of aliens was a faceless breed,
artificially given human features in order to replace people kidnapped in
the store. Davis and producer Innes Lloyd were happy with “The Big
Store”, but thought it would work better transplanted onto an
airport setting. Furthermore, Lloyd felt that the spate of four-part
stories which characterised Season Four to date (only The Power Of The Daleks exceeded that length)
was uneconomical, and asked the writers to extend their adventure to six
episodes.

It was therefore agreed that “The Big Store” would be
officially abandoned and Ellis and Hulke would start again on a new
storyline, which became known as “The Chameleons”. On January
2nd, 1967, Serial KK -- which was originally planned to be four parts long
-- was expanded to six episodes and assigned to “The
Chameleons”. Ellis and Hulke received their commission the next day.
On January 27th, Patrick Troughton was contracted for another twenty-three
episodes, covering the period from “The Chameleons” to Serial
NN and committing the actor to Doctor Who well into Season
Five.

Meanwhile, Lloyd and Davis had decided that Ben and Polly were not working
well as companions, and elected to write them out at the next possible
opportunity. Because of the change in Serial KK's format, Anneke Wills and
Michael Craze were now contracted until part two of The Evil Of The Daleks, the story to follow
“The Chameleons”. On February 8th, Ellis and Hulke were asked
to write Ben and Polly out of their adventure's last four episodes, with
the possible exception of a film sequence for part six, and to include in
their scripts a young female character who might be suitable as a new
companion. David Whitaker, writer of The Evil Of The
Daleks, met with a similar request, giving Lloyd and Davis a
choice of possible new regulars. Wills and Craze were notified that they
would not be needed on the first two installments of Evil after all, although they would be paid for
all their contracted episodes. On the same day, Frazer Hines' services
were secured for both “The Chameleons” and The Evil Of The Daleks.

The result of all this was a number of changes to the structure of
“The Chameleons”. Ellis and Hulke already had a character --
Mary Dawson, introduced in episode two -- who could be showcased as a
potential addition to the TARDIS crew. She was able to take over some of
the action assigned to Ben and Polly, while Jamie's role was also
expanded. In the original episode two, both the Doctor and Ben
investigated the hangar but failed to find Polly, being menaced instead by
a falling engine (rather than gas), and Ben and Mary then rescued Polly in
episode three. Instead, both Ben and Polly now went missing after he finds
her comatose body in the second installment.

The potential new companion was called Mary Dawson, then
Cleo Briggs, and finally Samantha Briggs

As Ellis and Hulke rewrote their scripts, several other changes were
introduced. Mary Dawson became Cleopatra “Cleo” Briggs, while
Quinn was renamed Blade. Also, Pied Piper Tours was rechristened Chameleon
Tours. A more significant change came in mid-February, when both London
Airport -- at which “The Chameleons” was set -- and Gatwick
Airport in Surrey agreed to permit Doctor Who to film on their
premises. The decision was made to go with Gatwick, whose fees were lower.
More changes through March and April saw Cleo renamed again, to Samantha
Briggs, while Nurse O'Brien was renamed Nurse Pinto. Finally, the title of
the serial was amended, to The Faceless Ones.

By this time, Lloyd had made it known that he intended to leave Doctor
Who. He was never particularly enamored of science-fiction, and after
a year on the programme was thirsty for new challenges. Davis was offered
a promotion to producer, but instead informed his superiors that he, too,
wanted to depart for pastures new. Peter Bryant had been assisting Davis
since the end of 1966, and it was decided that he should be groomed to
replace Lloyd. This process would begin with him serving as an associate
producer beginning with The Faceless Ones and then taking over as
story editor until the midpoint of Season Five, at which point he would be
ready to assume the mantle of producer. Bryant had gotten his start in
radio, where he had been a writer, director, story editor, producer and
announcer, eventually becoming Head of the Drama Script Unit. He had also
made some forays into television, most notably as an actor on the soap
opera The Groves.

The director assigned to The Faceless Ones was Gerry Mill. Mill was
new to the director's chair, but had worked on Doctor Who a year
earlier as a production assistant on The Massacre Of
St Bartholomew's Eve. The Faceless Ones would be the only
Doctor Who story of which Mill would take charge. In the role of
Samantha Briggs, Mill cast Pauline Collins. Lloyd asked Collins if she was
interested in becoming a regular on Doctor Who but the actress
declined, stifling any consideration of Samantha as a new companion.

Filming at Gatwick began on March 10th and continued, after a break for
the weekend, on the 13th, 14th and 17th. In between, production moved to
the Ealing Television Film Studios, where model filming took place on the
15th and 16th. It was at this time that problems with Shawcraft, the
outside contractors who had handled much of Doctor Who's prop
demands since the series debuted in 1963, came to a head. Discontent with
Shawcraft's work had been brewing in the production office for several
weeks, and was exacerbated by the delivery of the huge, costly and almost
immobile Macra prop for The Macra Terror at
the start of March.

Several hours were lost due to problems with the prop for
the Chameleon satellite

For The Faceless Ones, Shawcraft built the Chameleons' plane and
satellite. Unfortunately, the door to the satellite did not work properly,
and the bulb on its base blew, with no replacement on hand. Most severely,
Shawcraft had not considered how the satellite should be mounted, and when
they finally suggested hanging it from a wire, the wire was unable to
support the weight of the model, breaking and dropping it to the floor.
Shawcraft was able to repair the prop overnight, but several hours had
been lost as a result of all the problems. As a consequence, The
Faceless Ones would be the last Doctor Who story in which
Shawcraft would be involved, with the production office turning to the
BBC's Visual Effects department instead. A remount of some of the model
shots took place on April 11th at Ealing, using an improved satellite
prop.

As usual, The Faceless Ones was taped on consecutive Saturdays in
Lime Grove Studio D. In a break with tradition, however, Mill decided tape
scenes out of script order on several of the episodes. Part one went
before the cameras on April 1st. The following week, Wills and Craze
attended their final recording session; although Ben and Polly would
reappear in episode six, this material had been filmed on location at
Gatwick. This day also saw the debut of a new version of the Doctor
Who theme music, once again arranged by Delia Derbyshire. This was
designed to better suit the new title sequence which had been introduced
with The Macra Terror.

Fortunately, Ellis and Hulke had intentionally designed their scripts so
that, in cases where both a human and his or her Chameleon duplicate were
required to appear in the same episode, one would appear only in studio
scenes while the other would feature exclusively in location filming. The
only exception to this was the discovery of Nurse Pinto and her duplicate
together in episode five, taped on April 29th. In this case, a combination
of photographic stills, careful camera placement, a recording break and an
extra in make-up accomplished the effect. Also on this day, Hines had a
rare opportunity to use his regular accent, when he dropped his Scottish
brogue for his appearances as the Chameleon version of Jamie. Recording on
The Faceless Ones concluded on May 6th.

The Faceless Ones was Ellis' only Doctor Who story, although
he would go on to write for programmes such as Z Cars and Dixon
Of Dock Green. David Ellis died in 1978. Hulke, on the other hand,
would continue his association with the Doctor Who into the
Seventies.

Anneke Wills recorded appearances as the mother of audio
Doctor Who companion Charley Pollard

After leaving Doctor Who, Anneke Wills went on to star in the crime
drama Strange Report. In the Seventies, she left acting to travel
the world, in the process taking up residence in India, Belgium, the
United States and Canada over the next quarter-century before finally
returning to the UK. Wills now concentrates her talents on art and
interior decorating. Nonetheless, she has appeared in several Doctor
Who-related videos, such as Bidding Adieu and Lust
In Space, and also recorded appearances as the mother of audio
companion Charley Pollard in the Big Finish Productions releases
Zagreus and The Next Life.

Michael Craze, meanwhile, continued to appear in a variety of series
throughout the Sixties and Seventies, including Z Cars and
Journey To The Unknown. He also acquired a regular role on the
radio soap opera Waggoner's Walk and formed his own short-lived
movie production company, Mantic. By the mid-Seventies, Craze had relaxed
his acting schedule, instead taking jobs as the manager of a pub and,
later, a hotel. Sadly, Craze died on December 8th, 1998 from injuries
resulting from an accidental fall at his home.